Limitation on Management Rights Sample Clauses

Limitation on Management Rights. The Company shall not be required under this Agreement to provide access to attorney/client privileged communications or other information of an extremely sensitive nature the disclosure of which to the Fund would be materially detrimental to the Company. The Company acknowledges and agrees that the preceding sentence is not intended to prevent the Fund from obtaining information necessary for the Fund to substantially participate in, or substantially influence the conduct of, management of the Company within the meaning of the Regulation or the California Rules.
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Limitation on Management Rights. Notwithstanding the generality of the foregoing, the General Partner shall not be empowered (without the consent of the Limited Partner) to: a. Do any act in contravention of this Agreement; b. Possess the Property or other Partnership property including, without limitation the Property or assign any rights in specific Partnership property for other than a Partnership purpose; c. Admit a person as a substitute General or Limited Partner, except as otherwise permitted in this Agreement; d. Change or reorganize the Partnership into any other legal form; e. Require any Limited Partner to make any contribution to the capital of the Partnership not provided for herein; or f. Amend this Agreement, if any such amendment would materially change the rights, duties and obligations of the parties to this Agreement. g. Reinvest the proceeds of any loan secured by the Partnership Property received by the Partnership in any manner for other than the benefit of the Partnership or in any manner inconsistent with the Development Plan or the Partnership's objectives. h. Construct improvements to the Property or Project not contemplated by the Development Plan. i. Borrow money in the name of the Partnership or utilize property owned by the Partnership as collateral security for loans other than the development and acquisition loan referenced in the Development Plan, provided however, that this limitation shall not apply to borrowing in the name of the Partnership from the General Partner, or affiliates of the General Partner. j. Sell or contract to sell units other than in accordance with the schedule of minimum prices approved and agreed upon by the Partners is attached hereto as Schedule 7.2(j) (the "Schedule of Minimum Prices"), provided however, that if units are sold at prices different than the agreed Schedule of Minimum Prices, the scheduled payment due the Limited Partner as provided herein shall be based on the greater of the Schedule of Minimum Prices or the actual sales price. k. Make any change in the Development Plan which would have the effect of lowering the total project budgeted sell out by more than 20%. l. Make any change in the budget for the completion of the Project and implementation of the Development Plan as approved by the Partners (the "Budget"), which change shall increase any category by more than 10% over the approved amount, unless there are other changes in other categories which will reasonably lower the proposed change to not more than 10% o...
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Limitation on Management Rights a. Notwithstanding the generality of the foregoing, the General Partner shall not be empowered without the unanimous consent of the Limited Partners to: i Do any act in contravention of this Agreement;
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Limitation on Management Rights. Except for the Manager ----------- ------------------------------- Member or as specifically directed in writing by the Manager Member or as permitted under Section 4.2 for the trading of securities, the Members shall not act in the name of or as the representative of the Company, shall not deal with the Company's assets in any way, shall not incur any obligation for which the Company or any Member will or may be liable, and shall not otherwise bind the Company or any Member. Except for the Manager Member, each Member shall indemnify the Company and the other Members for any costs or damages incurred by the Company or other Members as a result of any such unauthorized actions by such Member.
Sample 1
Limitation on Management Rights. Notwithstanding the generality of the foregoing, the Managing Venturer shall not, without the consent of MEI, be empowered to: (a) do any act in contravention of this Agreement; (b) do any act which would make it impossible to carry on the ordinary business of the Joint Venture;
Sample 1
Limitation on Management Rights. (a) Neither the Management Committee nor any General Partner shall have the authority, without written consent of all the other General Partners, to: (i) do any act in contravention of this Agreement; (ii) do any act which would make it impossible to carry on the ordinary business of the Partnership; (iii) confess a judgment against the Partnership or waive or release a claim that the Partnership may have against any other party, or compromise or settle any claim by or against the Partnership, except to the extent that such disposition of such judgment or claim has been provided for in the Construction Budget or in the Operating Budget and except for any such disposition which does not have a material adverse effect on the Partnership, its operations or its assets; (iv) possess Partnership property or assign any rights in specific Partnership property for other than a Partnership purpose; (v) admit a person as a Partner to the Partnership, except as provided in this Agreement; (vi) change or reorganize the Partnership into any other legal form; (vii) require any Partner to make any contribution to the capital of the Partnership not provided for in this Agreement; (viii) sell, exchange, transfer, assign, convey, encumber, or mortgage any part of the Partnership’s property or assets, except for any property or assets that are not material to the Project, or the disposition of which has been provided for in the Construction Budget or in the Operating Budget, or the disposition of which is in the ordinary course of the Partnership’s business; or (ix) borrow money on behalf of the Partnership, except for borrowings provided for in the Construction Budget or in the Operating Budget, or in an amount less than $500,000 in the aggregate. (b) Neither the Management Committee nor the General Partner or General Partners shall have the authority to do any one or more of the following without the consent of all General Partners and the holders of at least one-half of the Limited Partners Interests: (i) sell, exchange, lease, assign, transfer, or otherwise dispose of all or substantially all the assets of the Partnership in a single sale, or in multiple sales during a twelve month period, except for a liquidating sale made in accordance with an orderly dissolution of the Partnership under Article XIII hereof; (ii) elect to voluntarily dissolve and wind-up the Partnership; (iii) cause the Partnership to merge or consolidate with any other Partnership or other entity; or (...
Sample 1

Related to Limitation on Management Rights

  • Limitation on Rights (a) This Agreement shall not be deemed to create a contract of employment between the Company and the Executive and shall create no right in the Executive to continue in the Company’s employment for any specific period of time, or to create any other rights in the Executive or obligations on the part of the Company, except as set forth herein. This Agreement shall not restrict the right of the Company to terminate the Executive, or restrict the right of the Executive to terminate employment. (b) Subject to the exception for cash severance payments under the Company’s documented severance policy referenced in Sections 3 and 4 above, this Agreement shall not be construed to exclude the Executive from participation in any other compensation or benefit programs in which the Executive is specifically eligible to participate either prior to or following the execution of this Agreement, or any such programs that generally are available to other executive personnel of the Company, nor shall it affect the kind and amount of other compensation to which the Executive is entitled. (c) The rights of the Executive under this Agreement shall be solely those of an unsecured general creditor of the Company.

  • Limitation on Services Except in cases of Emergency Services or Urgent Care, or as otherwise provided under this Certificate, services are available only from Participating Providers and HMO shall have no liability or obligation whatsoever on account of any service or benefit sought or received by a Member from any Physician, Hospital, Skilled Nursing Facility, home health care agency, or other person, entity, institution or organization unless prior arrangements are made by HMO.

  • LIMITATION ON ACTIVITIES Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action that, in its sole judgment made in good faith, would (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code, (ii) subject the Company to regulation under the Investment Company Act of 1940, as amended, (iii) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares or its other securities, (iv) require the Advisor to register as a broker-dealer with the SEC or any state, or (v) violate the Charter or Bylaws. In the event an action that would violate (i) through (v) of the preceding sentence but such action has been ordered by the Board, the Advisor shall notify the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.

  • Limitation on Rights of Others Except for Sections 2.6, 7.2 and 11.1, this Agreement is solely for the benefit of the Owner Trustee, the Depositor, the Administrator, the Servicer, the holder of the Residual Interest and the Indenture Trustee and the Secured Parties. Nothing in this Agreement (other than Section 2.6), will give to any other Person any legal or equitable right, remedy or claim in the Trust Property or under this Agreement.

  • Limitation on Out of-State Litigation - Texas Business and Commerce Code § 272 This is a requirement of the TIPS Contract and is non-negotiable. Texas Business and Commerce Code § 272 prohibits a construction contract, or an agreement collateral to or affecting the construction contract, from containing a provision making the contract or agreement, or any conflict arising under the contract or agreement, subject to another state’s law, litigation in the courts of another state, or arbitration in another state. If included in Texas construction contracts, such provisions are voidable by a party obligated by the contract or agreement to perform the work. By submission of this proposal, Vendor acknowledges this law and if Vendor enters into a construction contract with a Texas TIPS Member under this procurement, Vendor certifies compliance.

  • Limitation on Participant Rights A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender.

  • Limitation on Delegation The Fund acknowledges and agrees that in accepting the delegation hereunder, the Transfer Agent is agreeing to perform only the AML Procedures, as may be amended from time to time, and is not undertaking and shall not be responsible for any other aspect of the AML Program or for the overall compliance by the Fund with the USA PATRIOT Act or for any other matters that have not been delegated hereunder. Additionally, the parties acknowledge and agree that the Transfer Agent shall only be responsible for performing the AML Procedures with respect to the ownership of, and transactions in, Shares in the Fund for which the Transfer Agent maintains the applicable Shareholder information.

  • No Limitation on Rights of the Company The grant of this Option shall not in any way affect the right or power of the Company to make adjustments, reclassifications, or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell, or transfer all or any part of its business or assets.

  • Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation By entering into this Agreement and accepting the Performance Stock Units evidenced hereby, the Participant acknowledges: (i) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) that the Award does not create any contractual or other right to receive future grants of Awards; (iii) that participation in the Plan is voluntary; (iv) that the value of the Performance Stock Units is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; and (v) that the future value of the Common Stock is unknown and cannot be predicted with certainty.

  • Limitation on Use COLLEGE and SCHOOL DISTRICT shall use each student education record that he or she may receive pursuant to this CCAP Agreement solely for a purpose(s) consistent with his or her authority to access that information pursuant to Federal and State law, as may be as applicable. (34 C.F.R. § 99.31, 34 C.F.R. § 99.34, and Education Code § 49076.)

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